This License Agreement is made on the date of download between eLogic Group, LLC (“eLogic,”) a corporation organized and existing under the laws of the state of New York, with its principal office located at 7675 Omnitech Place Suite 190, Victor NY 14564, referred to herein as Licensor, and the downloader of this software and referred to herein as Licensee. Whereas, Licensor has developed and is the sole and exclusive owner of a proprietary Software package entitled Editable Quote Grid™, hereinafter referred to as the System;




Whereas, Licensee desires to purchase or otherwise obtain a license from Licensor to use the System; and Whereas, Licensor desires to grant non-exclusive licenses to the System;

Now, therefore, for and in consideration of the mutual covenants contained in this

Agreement, and other good and valuable consideration, the parties agree as follows:


  1. Grant of License. Licensor hereby grants and Licensee accepts a personal, non-transferable and non-exclusive right and license to use the System upon the terms and conditions set forth herein.


  1. License. Each license granted under this Software License Agreement conveys to Licensee only a personal, non-exclusive, non-transferable right and license to use the System on the computer system designated herein. This Software License Agreement may not be assigned by Licensee and the System to which it applies and documents and materials relating thereto may not be disclosed, sublicensed, published, released or transferred to another party by Licensee without the prior written consent of Licensor.


  1. Term. This Software License Agreement shall commence upon the receipt by Licensee of the System and shall terminate according to the provisions of Paragraph 13 or upon termination of its use by Licensee in conjunction with the computer system designated


  1. Charges. Licensee agrees to pay Licensor an agreed upon purchase price, plus any applicable sales and excise taxes.


  1. Warranty. The System is being offered with no absolutely no warranty, either expressed or implied. Usage of the System is done at the sole risk of the Licensee.



  1. Protection and Security.


  1. Licensee acknowledges that the System constitutes a valuable asset and trade secret of Licensor and Licensee further acknowledges that Licensor has an exclusive proprietary right and interest in and to the System and that any information, documents, flow charts, logic diagrams, source code, test materials, or the like relating in any way to the System is Licensor's Confidential Trade Secret Information. Licensee, therefore, agrees to use the System only as provided in this Software License Agreement and only during the term of the license granted by this Software License Agreement. Licensee further agrees not to provide or otherwise make available any written materials, documents, flow charts, logic diagrams, source code, test materials, or other information relating to the System in any form, to any person other than Licensee's or Licensor's employees without prior written consent from Licensor. Licensee agrees not to use the System on any computer other than the designated computer system currently installed at Licensee's principal place of business. For the purpose of this Software License Agreement, the designated computer system is:


Designation: Microsoft Dynamics 365


  1. Licensee further agrees to protect all written materials, flow charges, logic diagrams, source code, test materials, or other information relating to the System, in any form, from unauthorized disclosure by its agents, employees or customers.


  1. Permission to Copy.


No expressed or implied permission to copy the System is given except in the case of the need to copy the application files to relevant computers.


  1. Indemnification.


  1. In the event that any portion of the System or related materials furnished to Licensee by Licensor is, in Licensor's sole opinion, likely to or does become the subject of a claim of infringement of a copyright or patent, Licensor may, at its option and expense, procure for Licensee the right to continue using the System or related materials or modify the System or related materials to make them non­infringing. If in Licensor's opinion, neither of the foregoing alternatives is reasonably available to Licensor, then Licensor may terminate this Software License Agreement upon thirty (30) days written notice to Licensee.


  1. Licensor agrees to hold Licensee harmless from any patent or copyright infringement arising out of the Licensee use of the System provided Licensor is notified promptly in writing and is given complete authority and information required for defending or settling any charge of patent or copyright infringement or suit resulting there from, and further provided that Licensee is not in default of any of the provisions of this Software License Agreement.


  1. Cancellation or Termination.


  1. The right and license granted hereunder may be cancelled by Licensor if Licensee is in default of any amount due under this Agreement for a period of thirty (30) days and may be cancelled by either party at any time upon default by the other party of any covenant of this Software License Agreement if such default is not corrected within thirty (30) days after receipt of written notice thereof.


  1. Licensee agrees to pay all applicable costs and attorney’s fees, if permitted, and to the extent permitted by law, for the collection of payments and other charges due under this Software License Agreement.


  1. Within one hundred twenty (120) days after the termination of this Software License Agreement and within thirty (30) days after the cancellation for default of this Agreement for any reason, Licensee shall deliver to Licensor any and all portions of the System and any information, documents, flow charts, logic diagrams, source code, test materials source code, or the like relating thereto and all copies thereof in whatever form, including partial copies, which may have been modified by Licensee or Licensor.


  1. Licensee expressly agrees that provisions of Paragraph 10 shall survive the termination of this Software License Agreement.


  1. Limitation of Liability.




  1. Licensor shall not be liable for any damages caused by delay in delivery, installation or furnishing of the System or related object code, documentation or test files or in furnishing the software maintenance services under this license. If a charge is payable with respect to the System or related materials or if a charge has been established in the regular course of business by Licensor for licensing the same or similar products then Licensor's liability, if any, for loss or damages relating to or arising out of the license thereof shall not exceed the charges attributable to such system or related materials.


  1. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.


  1. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequent ly waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.


  1. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the state of New York State.


  1. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficient ly given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.


  1. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.


  1. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.


  1. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.


  1. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.


  1. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.


  1. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.